Spider-Man: Season One
by RebootHipster
Summary: New Continuity; A fresh new take on Spider-Man, retelling the classic tale. Peter had been struggling to deal with his powers for some time, until he met the new girl Felicia, a thief with a noble mission. Now taking to the streets as an amateur superhero team, the two teens find numerous adventures across the city, but not all good things can last, as they'll soon find out.
1. Pilot, Part I

**Some Time Ago**

Norman Osborn was a small time businessman with pig plans. He'd grown up an orphan, living off of the streets, watching from afar as all around him were swaddled in the lap of luxury. He swore to himself if he ever got the chance, he'd rise to the top and never look back. He had his lucky break when he'd won a contest at ESU, granting him free admission. Since then, he'd started his own privately funded lab, Osborn Labs, and was currently planning on developing into a major corporation. In order to get the funds and attention necessary to explode like his old rival Stark, he'd need a breakthrough. One which he was currently watching his top scientists attempt to crack.

"Is it ready yet?" he asked again, growing impatient. The lab was small, located in an old, dimly lit building by the river-side. He stood behind Spencer Smythe, the tech genius of his only three staff members, peering over his shoulder.

"Not quite, Mr. Osborn," Smythe answered, "We've had a little issue stabilizing the radiation. The Promethium-X has the tendency to degrade after forty-eight hours. We need to pinpoint the optimal time in its cycle to emit the particle wave."

"Dr Smythe, may I remind you we are running against time here. We have no idea how long the meteorite can survive in stasis. May I remind you Dr Connors is working full time to ensure the Gene sequencing is ready for our experiment, and he is almost ready. Isn't that right, Curt?"

"Yes, Mr Osborn, I've isolated the hormones necessary for retroactive re-polarization. Has the specimen been prepared for testing?" replied Dr Connors.

"Well, that all depends on our good friend Dr. Brock, now doesn't it?" Osborn turned to where Brock was staring intently at a large glass tube in front of him.

"Brock, you studying that thing or thinking of asking it out on a date?" Osborn quipped.

"Sorry Norman," laughed Brock, "I'm just still in denial about this. A programmable lifeform… I can hardly believe it. What luck we found this thing, I mean… this is going to win us a Nobel Prize, at least…"

Inside the tube, Brock marveled at the ever swirling black opaque mass of liquid.

Just then, the door to the lab swung open. Everyone turned to see who it was, and Brock positioned himself in front of the tube, guarding it from view.

When Osborn saw who it was, he smiled.

"Ah, Ben, wel—"

He was cut off as a swift punch in the face from Ben Reilly took him by surprise.

"What the hell, Reilly?" Norman spat.

"What the hell did you do to my son!?" Ben demanded. He was an older gentleman, early sixties, but right now he looked pale as death.

"What do you mean? What happened!?" demanded Norman, grabbing on to Ben now, clearly worried as well.

"He had another allergic reaction. He… he went into a coma." Ben nearly choked.

Norman looked mortified. Everyone else in the lab turned away. They knew how much the boy meant to Norman.

"…And," continued Ben, "we found him next to one of your projects. A bottle, or test tube, or some crap like that, marked OZ-1963. What the hell is that? What did it do to my son!?"

Osborn straightened up. He turned to Brock, who looked mortified.

"Ben, he's not your son, no more than he is mi—"

Ben punched Osborn in the face again.

"Secondly," he continued, "It seems Peter has ingested some dead bacteria we use to test cures for minor flu symptoms, if anything. The OZ project was discontinued some time ago, I don't know how he would've gotten his hands on it. Besides, there's no proof he ingested anything at all. Come, I'm sure Peter just had a reaction to another one of those spider bites. Let's go see him at the hospital."

Osborn calmly escorted the fuming Reilly outside, before returning and whispering to his staff, "Everyone, keep this quiet, you hear? If the boy came into contact with a symbiotic sample, there could be dire consequences. The last thing we need is Mayor Kelly closing us down. I'll go take a blood sample from the boy. Don't worry… it seems we've moved up the testing schedule, is all." With that, Osborn sneered, and made his way outside to Ben's car.

 **Present Day**

Thus far, it was a normal Orientation at Midtown High. There were already six detentions, two suspensions, and one expulsion… and it was only 9 AM. The first day was always quite eventful, but it got progressively manageable from there on it, or at least that was what Principle Modell kept telling himself. He had the luxury of being in a particularly interesting part of the city, drawing in students from all walks of life. From the dirt-poor kids to the rich, the happy to the extremely pissed off, the nerds to the junkies, he had the pleasure of dealing with them all. He slammed his head on his desk. At that moment, another troublemaker was sent in. He straightened up. This was going to be fun.

"Ah, Ms Hardy, please come in. Have a seat."

A rather disgruntled looking Felicia Hardy took a seat opposite the principle, who eyed her cautiously. The girl had shoulder length, messily cut black hair with blonde tips, and wore all black, including a leather jacket. _Oh great_ , Modell thought, _another one of those…_

"Ms Hardy, I am to understand this is your fifth school in three years. Is that correct?"

"You tell me, you have the papers." replied Felicia cooly, barely paying attention.

"And I don't suppose you want to start looking for school number six?"

"If I have to, I will."

"Well, let's make it so you don't have to, hm? I hear you got into a fight with a Mr Thompson this morning. Care to tell me what that was all about?"

Felicia turned to look the principle in the eyes, and smiled.

"Yes, he grabbed my ass and I kicked his. Any more accusations?"

Mr Modell coughed.

"I don't want any trouble, Miss Hardy. I hear any negative reports, you're done here. I have enough on my plate without your infamous violent episodes tarnishing my hallways. Are we clear?"

"Crystal." replied Felicia through gritted teeth. Modell waved his hand in dismissal, and Felicia promptly exited the office.

The principle sighed. It was going to be another one of those years. _Well_ , he thought, _maybe the Osborn kid can do something to straighten her out_.

In the hallway, Felicia made her way through the crowd, trying her best to keep a low profile. Believe it or not, she actually did not want to get expelled again. She just had a few temper issues…

"Hi, excuse me, are you Felicia?" Felicia turned around.

Standing before her was the stereotypical image of a bubbly blonde. Straight hair pulled back in a head band, red lipstick, and a sea foam green jacket. _Oh great_ , Felicia thought, _the welcoming committee._

"Hi, I'm Gwen Stacy, Student Council. Oh behalf of—"

'Shove it, blondie, I don't need a baby sitter." Felicia interrupted. She turned and began walking away, before sighing, and turning around.

"Ok look, I don't want the faculty thinking I'm some monster, so just… don't piss me off, ok? Here, I'll even let you show me around."

Gwen raised an eyebrow.

"…Please show me the school… and wherever the hell my locker is." Felicia conceded.

Gwen smiled, and began showing Felicia around.

"So, Felicia, you're a junior, right?"

"Mmhm."

"Ok… How do you like the people here so far?"

"Hate them."

"Why—"

"I've only met Flash Thompson, though…"

"Yeah, probably not the best representation of our students here…" Gwen admitted.

"He's an ass."

"Yep."

Gwen showed Felicia the lockers, the classes, the lab, everything. As they walked around outside the school, a limousine pulled up, and from it emerged two boys.

"Who are those drips?" Felicia wondered aloud.

Gwen rolled her eyes. "Those are the Osborn boys. Well, technically only one of them's an Osborn. You see the one that looks like he's on a cruise or something? The tall, DiCaprio looking one? That's Harry Osborn, son of Billionaire Norman Osborn, current god of Wall Street and Alchemax Enterprises. That skinny one, with the glasses is his adopted brother, Peter Parker. He's super annoying."

"Oh, so you like him?" smirked Felicia.

Gwen promptly made an "Uch" sound.

"No, he's one of those gross nerd-hipster types. Thinks he's so funny… that and he's the only one who's standing between me and Valedictorian."

Felicia snorted.

"You've barely started Junior year, and you've got a rival over Valedictorian? Give me a break. C'mon, let's go talk to the dweebs."

"Wait, no no no no no no—" Gwen sputtered, dragged by Felicia towards the laughing duo of Junior boys.

"Hey, rich kids, wuzzup?" shouted Felicia.

Harry turned first, then gradually Peter did as well.

"Oh hey ladies…" Harry said slyly, winking.

Gwen rolled her eyes.

Harry elbowed Peter, who at the moment was just standing there awkwardly, admiring the walls of the school.

"O-oh, yeah, hey Gwen." Peter smiled sheepishly.

Gwen avoided his gaze, then stammered, "Oh, and this is— um… where…"

Gwen looked all around, but Felicia was gone.

"Damn, I— excuse me," Gwen muttered, then left the two boys looking quite confused.

Harry gave Peter a raised eyebrow and a smirk.

"Well that was… interesting." he chuckled.

Peter was less amused.

"Dude, she likes you!"

Peter looked puzzled.

"Who?"

"Gwen, you idiot!"

Peter nearly choked. "Gwen? Are you kidding? She hates me. She's constantly putting me down. I have no idea why…"

"Dude, it's 'cause she likes you! Duh!"

Peter shook his head. "She'd sooner ask me to snap her neck than take her on a date, bro, I assure you."

Harry sighed. "What am I going to do with you…"

The boys began making their way through the hallway, through the increasingly thickening crowd.

"I'm telling you Pete, you— excuse me— you're a total catch. Chicks dig that whole— move— nerd thing you've got going on— hey, watch it— "

"Harry, no one says 'chicks dig' anymore."

"Tubular," replied Harry, "Now why is everyone blocking the hallway?"

Harry tapped someone on the shoulder.

"What's going on here? Why is everyone here?"

"Oh man, Flash and his crew are breaking the freshmen in!"

Harry rolled is eyes.

"Can you believe it Pete? Pete?"

But Peter was nowhere to be found.

"Not again…" Harry muttered, and began shoving through the crowd. When he reached the clearing, he found Flash Thompson and a few of the other guys from the football team tossing books around over students' heads.

Harry silently prayed that Peter wouldn't— oh, he did.

Peter stepped in. Literally.

"Leave them alone, Flash." Peter said calmly.

Flash chortled to himself. "Back for another year of more poundings, huh?"

Harry sighed, and let his gaze shift around. _Here we go again…_ he thought. He noticed that across from him, Gwen and that other girl were also watching, both emoting the same thing as he was towards Peter: _Really?_

"Leave them alone, Eugene."

Flash turned around and punched Peter in the gut. Peter crumpled to the floor.

That was when Felicia stepped in.

"Leave him alone, you stupid sack of crap, or I'll beat your stupid ass again, in front of everyone."

Flash gave Felicia a look over, then came in close.

"I have a better idea. You go out with me, and he lives. Deal?"

Felicia gave Flash a look of utter disgust. As Flash began to lean in to kiss Felicia against her will, Peter suddenly sprang up and punched him in the gut.

Flash stumbled and coughed.

"Hey, dork, I don't need someone fighting my battles for me." Felicia yelled at Peter.

"Same here." Peter mumbled.

"Oh yeah, 'cause you were doing such a good job of that!"

Flash spun around and was about to attack Peter, when Harry stepped in.

"That's enough!" he shouted.

"I've got this!" Peter and Felicia each yelled.

"Yeah rich boy, back the f—" Flash was cut off.

"No, you back off Flash. Enough is enough. C'mon, you're cooler than this."

Flash looked around, suddenly aware of the scene he was making.

"Well, this frosh over here's family is loaded, or so I hear. I was just asking her for some donations, y'know, for charity and such, but if a fine young rich kid such as yourself wants to step in…"

Harry rolled his eyes, and casually slipped Flash a twenty.

"You fashion up that dump you call a home, K?" Harry spat.

Flash snickered, than walked off, yelling back, "'Preciate it!"

Peter shoved Harry. "You shouldn't have done that."

"What was I supposed to do, let you two get your asses kicked?"

"I can handle my own ass, thanks," Peter and Felicia responded indignantly, together. They looked at one another, astonished that they'd spoken in unison yet again.

Harry stared at them, the smirked. He whispered to Peter, "I guess I picked the wrong one of them to theorize about, huh? Good luck with that, idiot." With that, Harry left.

"What was that about?" Felicia asked.

"Wha— uh, nothing. Hi, I'm Peter."

"I know. Next time, be smart. And don't get in my way."

Felicia began walking away. Peter sighed. _Well she's a charmer._

"I'm Felicia, by the way," she called back, before rounding a corner and disappearing from view.

Peter bent down to help the freshman girl with her books.

"Hi, I'm—"

"Peter Parker, I know… uh, hi, sorry about that…" she scrambled around nervously, adjusting her glasses.

"Uh, my name is Debra, Debra Whitman, but people call me Debbie… no, they don't, I don't know why I said that, um… hi, thank you! Uh, I need to go, uh…"

After Peter handed her her last book, she shyly and quickly walked away. Once out of sight, Debra exhaled sharply. _Way to go_ , she thought.

Left alone in the hallway as the bell rang, Peter thought to himself, _Well this should be an interesting year._

 **Later that night**

Felicia, now wearing goggles, a long white wig, and skin tight leather cat-suit with white fur trim, slipped silently towards the penthouse apartment of that Whitman girl. She stood on a rooftop of a nearby building, prepared for her routine of burglary. Earlier, after hearing from bystanders about how rich her family was (yet not quite as famous or well-protected as the Osborns), Felicia had stepped in, so as to later have an excuse to approach Debra. While they were talking, Felicia was able to sort through the other girl's things undetected, being the expert pick pocket and stick pocket that she was, and eventually she was able to find her address. She was about to start cutting through the windows, when suddenly someone grabbed her from behind.

"What are you doing!?" a voice demanded. Felicia turned to look at the owner of the voice. Standing opposite her on the rooftop was a male figure, relatively tall and very lean. He wore a hoodie, with the hood and darkness masking his face.

"Look, I don't know who you are, but you better back off, before I make you."

The guy snorted.

"That's original. So, you one of those weeb types?"

"Excuse me?"

"Well, strange taste in cosplay. You speak Japanese?"

Felicia just looked confused.

"Whatever, you don't get the joke, oh well. Now leave, go rob someone else. These guys are protected, ok?"

"Look, I don't know who you think you are, if you think you're a comedian or some kind of body guard, but I know one thing: no one tells me who to rob."

Felicia charged across the rooftop, the other guy jumping out of the way.

 _Man, he jumps high._

The guy turned around and kicked her back.

 _He's pretty strong. Who is he?_

Felicia tried to punch him, but he blocked it. He tried to kick her off of her feet, but she side stepped, and he fell over. The two continued to spar for some time. Felicia eventually realized that although he had a seemingly impossible amount of strength, he had no technique, of which she had a surplus. Using a careful maneuver, she was able to use the guy's strength against him, sending him by when he jumped at her and hurdling him. Unfortunately, she'd underestimated his leap, and he went straight over the side of the building. Felicia had to catch her breath, not sure if she should feel relieved or panicked.

 _Idiot. I can't believe he killed himself. I have no blame in this situation, it's all on him._

Suddenly, the assailant leapt back to the rooftop ( _How? that's a forty foot drop!_ Felicia wondered), grabbed, Felicia, and leapt to the next building over, where he stuck to the wall, pinning her against it. She struggled to get free, now thoroughly terrified.

"Put me down, you creep!"

"Uh uh, I wouldn't wish for that if I were you, we're rather high up, and I'm the only thing between you and a splattered fate. So, how about we get to know each other, huh?"

Felicia looked down, stifled a cream, and forced herself to stop fighting him.

 _Crap, he's got me. This is so not fair, I beat him. I was better than him I—_

Felicia looked into the face of her carpet, as the light caught under his hood for just long enough.

"…Peter?" she gasped.

"…Felicia!?"


	2. Pilot, Part II

Peter orbited the school, snapping photos left and right. He payed little attention to his work. Photography was more of a hobby for him, a way to clear his mind. He was still lost in thought as Debra came over to him to say hello.

"Peter?"

"Oh— oh hi, Debs. What's up?"

"I said hi, like twelve times."

"Sorry, just… thinking."

"Whatcha thinking about?" she asked, twirling her blonde hair.

Just then, Felicia walked past them into school.

"Sorry Debs, gotta go." Peter mumbled, and made his way inside.

"Bye…"

Once inside, Peter had to maintain a brisk pace in order to keep up with Felicia.

"Hey— Hey, Felicia, you wanna talk?"

"Not here." she replied cooly.

"then whe—"

Felicia, out of nowhere, grabbed Peter by the collar, and suddenly they were pressed up against one another in a maintenance closet.

"Felicia, what—"

"You wanted to talk, bug boy? Let's talk. How about opening with what the crap that was last night."

"I seem to recall that was an attempted burglary by a certain leather-clad femme fatale, who I might add—"

"Ok, you want to play that game, huh? Fine, let's start small. You answer, I'll answer. Are you going out with the loaded frosh girl?"

"What!?"

"You stuck up for her against Flash, you were at her place last night, and it seems you two were hitting it off this morning…"

"No, I just met her. In person, that is…"

"Oh my god, you were stalking her!"

"Wha— no, I have her name on a list."

Felicia gave Peter a puzzled look.

"I have this list," Peter explained, "of people who I need to watch out for. Who I have to protect. Something happened to each of them because of me, so now I watch over them. Now, what were you doing there?"

"I was going to rob them." Felicia admitted nonchalantly, shrugging.

"Why?"

"What happened to Debra because of you?"

They had reached a standstill. Neither wanted to disclose any more than they already had, but each knew the other's secret, and that was a problem.

"Tell you what," Felicia finally broke the silence, "let's meet tonight at the Silver Spoon, and talk. Same give and take."

Peter considered this, then nodded.

Felicia opened the door and left the closet. Peter followed suit, only to be greeted by the sly smile of his brother.

"Sooo," Harry cooed smugly, "hooking up in a school closet during school hours now? I'd say slow down there, but for you this is progress. I'm proud of you buddy! Up top!"

Harry raised his hand for a high five, as Peter blushed uncontrollably.

"No, Harry, I… Nothing happened!"

"Suuuure."

"I swear, we were just talking!"

"So that's what the kids are calling it nowadays…" Harry laughed.

Peter facepalmed, and walked away, leaving Harry to wipe the tears from his eyes with one hand, and grasp his ribs with the other.

That night, the students of Midtown High went out in groups to the local hotspot, the Silver Spoon Cafe. Flash and his crew sat laughing in one booth, adjacent to the booth of the solitary Harry Osborn.

"This seat taken?"

Harry looked up to see Gwen Stacy asking to sit across from him. He motioned for her to be his guest.

"Whatcha doin' sitting here alone?" she asked.

Harry chuckled. "Why do you care? It's not like we've ever talked."

Gwen rolled her eyes. "I'm a nice person. You looked sad and alone. What's eating you?"

Harry remained silent.

"Hey, rich boy, I don't bite. What, cat got your tongue?"

Harry chuckled again. "As a matter of fact, one in particular has. This cat goes by Felicia Hardy." Harry pointed over to where Peter and Felicia were sharing a table and some sodas, staring at one another in silence. Gwen understood.

"They really hit it off, huh?"

"Yeah," Harry sighed, "but he refuses to open up about her to me. This is the first time I've seen him really into someone. It's weird…"

"How long has he been your brother?"

Harry looked shocked at the question. Gwen realized what she had said a little too late.

"Oh, I'm sorry, I didn't mean to—"

"No, it's alright. Peter and I were best friends growing up. Peter used to live with his aunt and uncle, but he never told me what happened to his parents. Around six years ago, his Uncle died, and after that his Aunt got too sick to take care of him, so my dad took him in. He loved Peter more than me, even back then…"

"Don't say that,"

"No it's true, they're two of a kind, those science-guys. Well, them and Bill Nye."

Gwen giggled.

"It was nice talking to you Gwen. I've gotta go, somebody's calling me…"

Harry swiftly made himself scarce, leaving Gwen alone in the booth.

"Bye…"

Harry walked out past another booth, where Debra was sitting with Liz Allen.

"I don't like her."

"What?" Liz was confused.

Debra pointed to Felicia, who was sitting with Peter across the Cafe.

"Her. There's something off about her…"

Liz looked, and started to laugh.

"I know what you don't like, it's that guy. Forget it Debs, he's a Junior, and he's with miss hottie over there.

Debra looked down sheepishly. Liz groaned. "Come on, let's go…"

Meanwhile, over at the table by the window, Felicia and Peter were continuing their conversation from before.

"Better place to talk than a closet, huh?" Peter joked.

"What, you don't like being so close to me?" Felicia made a pouty face, forcing Peter to almost choke on his milkshake.

"Ok, bug boy, let's hear it. Powers. How. Spill."

Peter sat in silence for a moment. Then, he finally spoke.

"As far as I can discern, I've had them since I was eight. They got more intense when I hit puberty, but I remember noticing one or two strange things since… well, I was allergic to spiders growing up… one day I had an allergic reaction to a bite, and I went into a coma for three weeks. When I woke up, my asthma was gone, as were my allergies, as was my need for glasses. These ones I wear are just for show, to avoid suspicion and all that. From that point on I started discovering more and more strange things…"

Felicia thought this over.

"What was so special about this bite, that it gave you powers?"

"I wish I knew. My Uncle said I was accidentally exposed to some experimental pharmaceutical drug that was discontinued at Osborn Labs when I was over at Harry's house, but my memory of that day is all fuzzy. I don't know."

"So, spill, what powers do you have? What can you do, Spider Boy?"

Peter laughed.

"Don't call me that."

"I'm sorry, Spider-Man."

"Don't call me that either. Before I tell you, it's your turn. What's with the getup? The burglary?"

Felicia shifted in her seat.

"My father, after I was born and my mom left, fell on hard times. He couldn't make ends meet, so he turned to crime. He started robbing, but he always prided himself on non-violent crime. He became known as the Cat Burglar, the best burglar in the country. He could do anything, break in anywhere, rob anyone blind. But, he attracted a lot of attention, and he ended up getting involved with the wrong people. Mob ties and such. He trained me to fend for myself, to fight, to steal… after a while, his little girl could even rob him."

She laughed, then a look of sadness washed over her face.

"A few years ago he vanished. He said he'd done something terrible to pay off a debt, and he had to leave. Somebody was blackmailing him. Ever since, I've had to make ends meet myself, living alone. I'll go out and rob, but only so I can survive. The getup is for a different purpose. I carry on my father's legacy as the Black Cat, and I prey on mobsters at night. I make hits on hit men, and I search for my father. I haven't found him yet, but I can tell I'm close. After some… persuasion, I have a lead."

Peter was intrigued.

"What's your lead?"

"Uh-uh, you've got to tell me about your powers."

"Fine. I can stick to walls, I'm fast, I'm strong, I can jump high and far… even leap tall buildings in a single bound… my reflexes are lightning fast and my senses are all heightened. Through feeling vibrations through the floor below me, kinda like a spider feels its web, and my fast reflexes, I can almost sense danger before it comes. It's pretty useful. Now, what's your lead?"

Felicia had to recover from the awe with which she viewed Peter. He was almost… No, she had to focus.

"He's called the Chameleon," she explained, "or so he's called by the underworld of this city. He does freelance assassinations, heists, and espionage. He's perfect for the job because he's a master of disguise, and has the power to change his face and voice. He can literally become anyone. But, even he has limits, and sometime's he'll slip up. That's the only reason there exists a brief history of his jobs. Apparently, he was partnered with my dad on a job way back for someone called the Big Man, and he might know where my father is."

"He has powers? Felicia, this is serious. I know you have expert skills but… You could get seriously hurt."

Felicia took some time to drink her coffee, avoiding Peter's gaze. Finally, she spoke up.

"That's why I want your help."

Peter didn't react right away. He needed a moment to process things.

"You… you want me to help you?"

"That's what I said," replied Felicia, "I need your strength. I can train you to use it."

"I— I'm sorry, I can't. Taking out mobsters is not my deal. I don't like using my powers…"

"You seem to be fine using it for the people on your dumb list. What is that for, anyway?"

Peter stood up, a solemn look crossing his face.

"I don't want to talk about it. It's my responsibility. That's all I'll say. Good luck with… whatever this is. I'll see you around."

"Where are you going?" Felicia called after Peter as he began to leave.

"Home."

"You'll come around! Go for a walk and think it over. I'll be waiting here…" Felicia reassured him, sitting back down at the table and crossing her arms.

Peter turned and left. He went for a walk around the block, pondering Felicia's request.

 _I can't do that… I can't help her. As much as I'd like to, I can't. The last time I used my powers to do something so public, I ended up with that list… and… and… Ben…_

His internal monologue was interrupted when he heard a girl's scream. He turned, and saw an alleyway nearby. He peered around the corner, and immediately regretted it. Two men were ganging up on a girl, taunting her and trying to strip her bit by bit. Peter gritted his teeth. He did not want to get involved but… he suddenly realized that the scream sounded familiar.

 _Was that Debra's voice?_

Peter immediately flipped up his hood and ran in.

"Leave her alone!"

Before the two assailants could even respond, a well placed uppercut to each jaw left them lying on the ground unconscious. Peter turned to face the victim.

"Are you okay?"

The sobbing girl looked up at Peter through tears. It was not Debra. Peter had never seen this person before in his life.

"Th-thank you, m-mister, y-you saved me…"

Peter ran away before she could go on. Rounding a corner, he slumped against a wall.

 _I… I just saved someone. I used my powers… someone saw me… and she wasn't even on my list… I…_

It was then that Peter realized what would have happened to her had he not acted. Had he just ignored the situation, whatever happened to her would have been on him. His responsibility. And if Felicia was going up against another Super-human, and she got hurt, it would also be on Peter. He clenched his fist, remembering the values taught to him by Uncle Ben…

Peter rushed to the restaurant, but Felicia was nowhere to be found.

 _She said she's wait, it's only been fifteen minutes…_ he thought.

He saw Gwen sitting in a booth facing the table at which they had been previously sitting.

"Hey, Gwen, have you seen Felicia?"

Gwen looked at Peter, puzzled.

"Didn't she just leave with you, like five minutes ago?"

"No, I was outside. unless someone who looked exactly like me—"

Peter realized what he was saying, and realized where Felicia had gone. She had been taken by the Chameleon. Peter didn't know where or why, but he knew one thing: he was going to get her back, no matter what.


	3. Pilot, Part III

Felicia struggled to break free of her bonds, but to no prevail. She was tied to a chair which sat in the middle of an abandoned warehouse. Standing before her was the Chameleon. Her captor stood tall and lean, sporting a black turtle-neck and military cargo pants. His face, which had formerly taken on the form of Peter Parker's, now revealed its true horrid nature: white scales coated his hairless head, which pulsated around his beady black eyes. He had no external nose, ears, or lips, a fact which reminded Felicia of Voldemort, in a way.

"Don't bother screaming," he said in a calm, raspy voice, "no one can hear you. Now, let's talk."

He hit her across the face.

"My… Employers are rather stupid, don't you think? Not to realize the Cat halting their operations was none other than this pussy cat right before me, who had her feelings hurt when her daddy left her. Poor thing…"

Felicia breathed heavily. _He knows who I am…_

"So, let's make a deal. You tell me everything you know about me and who else knows it, and I'll only kill you and them, and leave your precious daddy out of this. What do you say, pussy cat?"

Felicia stared at the Chameleon at a loss for words, half out of anger and half out of fear.

Meanwhile, Peter hurriedly knocked at a door. It was Liz who answered.

"Oh, it's you. You're here for Debra?"

"Well, this is her apartment."

Liz rolled her eyes. "Debs, it's Peter."

Liz motioned for Peter to come inside. Sitting on the couch was Debra who, upon seeing Peter come in, jumped up to greet him.

"Oh, hey Petey, I was just uh… um… how can I help you?"

Peter shifted slightly.

"I need a favor. You're a good hacker, right?"

Debra blinked. "Who told you?"

"Uh, you did, earlier today…"

"Oh, yeah, right. What do you need hacked?" she asked, pushing up her glasses.

Peter scratched the back of his neck.

"Traffic cameras. I need to see everywhere I've been tonight."

Debra gave Peter a long, blank stare, before asking, "Liz, will you give us a moment please?"

Liz mumbled some excuse about it being late and having to go home, before leaving the two alone. Peter looked around awkwardly as Debra spoke again.

"So you need me to hack traffic cams around midtown, and FBI facial recognition software. I'm good, but I'm not that good. What is this even for?"

Peter paced anxiously.

"Look Debs, how about just the cameras outside the Spoon?"

Debra mumbled to herself as she got out her laptop and began typing.

"One sec… just gotta… hold on… here we go. Any time you need me to search specifically?"

"From eight to eight thirty, around."

Debra typed.

"Alright, here it is. It looks like you leave the restaurant, then return seven minutes later. After another four minutes, you emerge with _Felicia_ and get in this car, then you come back and enter three minutes later."

"Back up. Can you get that car's license plate?" Peter asked, leaning in. He had noticed some condescension in Debra's voice when she mentioned Felicia, but he was too preoccupied to consider what that could mean.

"Yeah, here we go. Do you want me to trace the license plate?"

"You can do that? How is that different from facial recognition?"

Debra gave him a look that melted his pride immediately. "You know nothing about the web, do you Peter?"

Peter mumbled, "You've got no idea."

"I've got an app for that," Debra explained, "Hold on… the car is currently at this address here."

Peter wrote it down.

"So… is this all about some lost car, or…" Debra began to ask, but Peter was already out the door, yelling back a quick "Thanks Debs! You're the best!" before disappearing, leaving Debra to tell herself, "Sure. Why not? Why is it always these guys, Debra?"

Meanwhile, at Alchemax, Norman Osborn sat at his desk, talking to someone over the phone.

"Yes, I need it taken care of, tonight… if word of this gets out, I will hold you accountable… hold on, let me call you back."

Norman hung up just as Harry entered his office.

"I'm working, Harry, what do you need?"

Harry stopped in his tracks.

"Oh, nothing, Dad, just wanted to talk. I guess that's not important enough for you. My B, I'll see myself out."

Norman rubbed his temples. "Is this another passive aggressive complaint, because if so…"

"No, it's fine, just wanted to tell you the son you actually wanted found a girlfriend today, so you can be even more happy for him… whoopdie-doo…" Harry waved his hand around in the air and left. Norman picked the phone back up.

"It's me. There's been a slight change in plan…"

At the warehouse down by the docks, Peter ran up to the back entrance, after finding the car parked outside.

 _Wait a second,_ he thought, _if I go in there, he might take on Felicia's form, or my own. The hood doesn't do a particularly good job of hiding my face, let's see…_

Once inside, Peter spotted Felicia passed out, tied to a chair, with no sign of the Chameleon. He immediately lept down to her, but paused before untying her.

"Hey Felicia, wake up. Felicia." he whispered in her ear.

Felicia woke with a start, and began sobbing.

"Peter, please let me out, oh please…"

"Wait. Prove you're not… you know… tell me something only you'd know."

"I'm the Black Cat…" Felicia managed, through shaky breaths, "and I've only ever told you that."

Peter nodded. "Seems legit."

He untied her, letting his guard down for only an instant, but that was enough. Felicia swiftly kicked him in the chest, knocking him to the ground while rising from her seat and morphing back into Chameleon.

"You poor stupid boy," he hissed, before kicking Peter once more in the head.

When he came to, he was swimming in pain.

"Oomph…" he moaned.

"'Bout time you got here, spider brain." he heard Felicia say.

As he looked up, he saw he was in a back room of the complex, hands and feet bound in rope, sitting across the floor from Felicia, currently in the same predicament.

"You really fell for that damsel in distress bit? Oh, help me Spider-Man, I need a big strong _man_ to save me!" she mocked.

"Well, it's really you now, that's for sure. And I told you not to call me that…" Peter mumbled, "Besides, you fell for it. What could he possibly have said that would make you think he was the real Peter?"

Felicia laughed.

"Of course I knew it wasn't you, he was acting all smooth and normal-like. I followed him because I thought I could take him down, without you… look where that got me." Felicia took on a sad, ashamed look. Peter understood it. It was the feeling of powerlessness.

"Well, I've got news for you," Peter began to smile smugly, "I didn't fall for it either."

Felicia snapped up to look at him, puzzled.

"C'mon, you really think I'd fall for the damsel in distress tied up in the middle of a warehouse shtick? What, do you think I've got webs for brains? I knew it was him, but I had to find you."

Peter's face contorted in concentration as he broke free of his bonds, utilizing his incredible strength.

"Much better," he sighed. He then went about untying Felicia.

"Nice," she complimented, "Webs-for-brains. I'll have to remember that one."

"Try to act a little bit appreciative, Fel."

"Well, you still haven't gotten us out of this. What's your brilliant plan?" she questioned.

"This!" Peter announced proudly, holding out a paper bag.

"I'm sorry, I asked for an escape plan, not something to hurl into." Felicia chortled, raising an eyebrow.

"Just listen. Here's my plan…"

The Chameleon paced the floor in the warehouse, preparing to make a call to his bosses, when suddenly the door to the back room swung open. Confused, the assassin made his way towards the room, only to discover Felicia standing there, waving at him. As the master of disguise cocked his head to one side, about to ask, Peter dropped down from the ceiling, grabbing the gun from the Chameleon's belt and skidding it across the floor to Felicia. The Chameleon looked at his attacker, and saw that his face was covered in a paper bag, with two eye holes cut out of it.

"You fool," he snarled, "You think that will put any limits on my powers? Think again!"

The Chameleon's face morphed into a paper bag, and his clothing projector shifted in order to mimic Peter's look. Both Peters spun around, each still wrestling for control in the other's grip.

"Don't shoot, Felicia, he's the Chameleon!" Peter shouted.

"No, Felicia, don't trust him!" the other Peter shouted.

Felicia was unsure about which to threaten with the gun, but that was what the bag was for.

"I have a clear shot at either one of you. Now!" she commanded.

The real Peter had anticipated this. He swiftly reached up and removed the bag from his face.

The Chameleon Peter winced.

"I don't suppose you can take off part of that DIY face, now can you?" Peter taunted.

"You sly son of a bitch," Chameleon hissed, returning to his natural form.

"Stay where you are," Felicia demanded, pointing the gun directly at him.

"You win the day, children. You have bested me, and I am a man of honor. But know this: You have made a powerful enemy this day. Watch your back, watch your friends, watch your selves…"

With that, the Chameleon released a smoke bomb and was suddenly gone.

"Can you— _cough cough—_ believe Edgar Allan Poe over there?" Peter half laughed, half choked.

Felicia dropped the gun and squeezed Peter in an intense hug.

"Thank you…" she whispered.

Peter was surprised, but slowly hugged her back.

"No problem. Look Fel, I've decided… I want to help you. We make a great team. But, there's a condition: You train me, I help you out with my powers, but— but we've got to help people along the way also. Particularly the people on that list, but not exclusively. We'll find your father, but I need to do this too. Deal?"

Felicia broke away from the hug. "Deal. But I don't like this. He knows who we are, and he straight up surrendered. It's too easy. We need to find out his game…"

Peter smiled. "How about first, we go home? We can talk more tomorrow."

Felicia allowed herself to smile as well. "Deal, Spider-Man."

"NO means NO, Cat."

Elsewhere, Norman Osborn received a call back from his employee.

"Well?" he demanded.

"Just as you expected," replied the raspy voice of the Chameleon from the other side of the call, "the girl got him to use his powers."

"Finally," Osborn heaved, "at last I can begin to observe them. Keep tabs, never let them know you're following them."

"That shouldn't be too hard for me, I tend to blend in. You do realize that I'm missing out on a huge bounty, not bringing the Cat to the Big Man?"

"Believe me, you will be more than compensated."

"I'd better be." The Chameleon hung up.

Osborn was too pleased with his plan to let the Chameleon get to him. Soon, all his work would finally pay off.

 _Peter is going to change everything,_ he thought.

 _AUTHOR'S NOTE: Hi, and thank you for reading. I'd just like to explain the format of this story, before I go on. This story functions similar to TV show, with the events being organized into episodes, each episode usually being around three chapters. For those of you who are sick of the same old Spider-Man, I promise this series will throw twist after turn at you, and be something very new and very fresh. At the same time, this story will keep to the very essence of Spider-Man lore, and I am very excited to show you guys the lineup I have planned. If you have a particular story or character you'd like to see in an episode, let me know in the reviews. Be sure to follow so you don't miss anything, and I'll see you guys next episode._

 **NEXT TIME, ON SPIDER MAN: SEASON ONE—**

As Peter and Felicia train to be combat ready, Peter tries to connect with someone from his list, Eddie Brock, but things may go awry…


	4. The Champion, Part I

The chilling alleyway was ablaze in an uproar of darkness as neon lights threatened to mask the wall of litter and waste accumulating on the fence nearby. A lone young man cradled himself, waiting for something, or someone. He had chilled features, a stone-cut jaw, a dirty blond buzz cut, green eyes, and was clean shaven; the picture of a "pretty boy". Beneath his jacket, hidden from view yet clearly evident, was a bulky and muscular figure, which shuddered uncontrollably. He paced nervously as sirens and horns raced by in the streets around him. To anyone else, these sounds were merely an echo of the city of New York, but to him they sounded like his coach, yelling at him.

 _Whatever it takes, Joe, you hear me!? WHATEVER IT TAKES! If you can't go the extra mile, get the hell outta my program, ya piece of crap! Are you gonna be a loser, or are you going to be the champion, huh!?_

Suddenly, a man in a black coat appeared. This man was tall, slender, with pale skin, sleek black hair, and red irises in his eyes. The first man looked relieved.

"Where have you been, man? I've been waiting for almost an hour!" he sounded desperate, almost confused. The other man smirked.

"I am three an a half minutes early, precisely." This man spoke in a voice like chiseled marble, cool and emotionless.

"Whatever man, do you got the stuff?"

The pale man reached into his jacket, and from it procured a small bag containing a vial, on which was marked a cross meeting a sun, creating a sort of key shape. The man named Joe began sweating.

"You s-s-sure, no charge?" he questioned, yet he was still reaching out to receive the vial. The other man smiled and replied, "Positively."

Joe quickly swiped the bag away, extracted the vial, and inhaled the contents through his nose. Once he had had his fix, he quickly glanced around, only to realize he was alone once more. He began to wonder about his dealer, but his thoughts were soon interrupted by new ones, proclaiming, _Whatever it takes… I will be the champion…_

 **Across Town**

Since the Chameleon incident, Peter and Felicia had spent most of their time together, and each began to learn quite a bit about the other. Peter learned not to ask Felicia about her personal life, as she was a major introvert. Felicia learned likewise about Peter, but also found that he was a generally friendly guy with a good sense of humor. Everyday after school the two would meet up at Felicia's apartment, a run down ground floor complex turned MMA training dojo/ gadgets cache by her father. There Felicia would train Peter in various forms of hand to hand combat, after which Peter would help her with her homework. Though they mainly talked about "business" and being prepared for their crusade, each felt as if they knew the other very well. They did not dare call themselves friends, but they interacted with all the synergy imaginable. If there was one thing they could agree on, it was that they made a great team.

Peter began to be as accustomed to seeing Felicia in her waist length straight white wig as he was to seeing her with shoulder length messy black hair. Felicia, on the other hand, pointed out that Peter needed a better method of disguising his face than either a paper bag or a hoodie. Thus, on nights when the teens would embark on parkour training sessions, Peter began wearing his grey and blue hoodie with red elbow and knee pads, faded blue skinny jeans, black fingerless gloves, tall black sneaker boots, and beneath his hood a black airsoft face mask with Felicia's spare pair of golden-lensed goggles. As September snuck away and October crept up, Peter and Felicia were making major headway. That was, one morning, Peter head-butted Felicia.

"Ow!" she yelled, stumbling back, "what the hell? I said light practice today!"

Peter panted, rubbing his head. "Sorry, you had me in a headlock."

"You've really got to learn to manage that temper, Peter," she sighed.

"C'mon, it's almost homeroom," Peter mumbled, grabbing his bag.

About fifteen minutes later, Peter and Felicia walked up to Midtown High. They would sometimes meet up to train before school, and today had been one of those days. During those days, when their friends would see them come in together after leaving with one another the night before, certain conclusions were hastily drawn. At this point, such conclusions were being drawn by one Liz Allen, who promptly went inside to report to her best friend, Debra Whitman.

"They did it again." she whined.

Debra played dumb. "Who did what now?"

Liz rolled her eyes. "Answer to question one is your senpai and the goth chick, answer to question two is each other."

Debra groaned, "He's not my senpai."

Liz rolled her eyes again, and Debra left, brow furrowed and books in hand. She bumped into Peter in the hallway, but kept on walking without saying hello.

"What was that about? She looks upset about something." Felicia said, looking past Peter.

"Yeah, maybe I'll talk with her later about it…" Peter considered.

The two parted ways as they made their way to their separate classes. It was during fourth period that they met again, rather unexpectedly. Peter was sitting in his lab class, waiting for Mr. Warren to give instructions. Warren was a slender, partially creepy old man with a hooked nose who always wore a crooked bowtie and grey lab coat. He shambled around between tables, silently peering over his glasses at his pupils. Finally, he simply announced that the students would be continuing writing the results down of yesterday's experiment, a fact which enticed a groan from the listeners. As Peter began to procure his materials, Felicia walked in and spoke to Mr. Warren. Warren then gestured to Peter, and Felicia promptly made her way towards his table.

"Looks like she got in the same way I did: having a free tutor." Harry remarked, sitting in the back of the classroom at a table with Gwen. Gwen, his lab partner, grimaced.

"Yeah, I'm sure that's what they do every night, study…" she tried not to think about it.

"You don't like my brother very much, do you?" Harry asked, biting his pencil.

"I find him annoying, yes…" admitted Gwen.

Harry laughed. "He can be, yes. But why do you hate him?"

Gwen looked confused.

"I don't… I don't hate him. I just…"

"Your'e uncontrollably competitive and socially awkward, so you resent him?" asked Harry cheekily.

Gwen avoided his gaze and the question as well.

Back at Peter's table, Felicia was getting set up.

"So Felicia," Peter was saying, "Now that you're in honors, you need to read up on—"

"Oh relax Pete, I'm smart enough I don't need your help, or your reading." Felicia interrupted him.

Peter blinked, not sure how to react. Felicia laughed.

"You should see your face right now, seriously, relax. I kid,"

Peter faked a chuckle.

"So…" the newcomer continued, "if I'm going to be in your group I should know who I'm working with."

"With whom I'm working…" corrected Peter, but after being enthusiastically elbowed in the ribs, began to introduce Felicia to his lab partner. Peter had been working alongside one of his closest friends, a six-foot-two Senior. He was blond, handsome, and impressively built, every inch of his body covered in trained muscle. He wore a tight black shirt that showed this off, and he reached a hand out to shake Felicia's.

 _So polite, and strong… all around dreamy…_ thought Felicia, as he introduced himself with a smooth, friendly voice.

"Hi," he said, "I'm Eddie Brock."


	5. The Champion, Part II

It was after school ended that Peter and Felicia met up once more.

"So, back to your place for a spar and homework?" Peter asked.

"I don't need your help anymore, Spider, I'm one of the smart kids now," Felicia chided, "Honor roll!"

Peter gridded his teeth.

"If you don't study, that'll change real quick." he retorted.

"Ooh, sounds like someone feels obsolete… so why don't we go home, I'll kick your ass again, and then—"

"Actually," Peter interrupted, "I think I'll go spar with Eddie tonight."

Felicia was taken aback. Earlier, she had found out that Eddie was one of Peter's closest friends, and had often offered to bring Peter to his gym, where he trained, lifted, body-built, and competed in a local MMA gig. Felicia was surprised to find out that Peter always had rebuffed such offers, recently opting instead to train with her. That was, until now.

"Oh." Felicia exhaled slightly. Now she felt obsolete. _So that was what Peter was doing_ , she figured.

"Fine, Then, Have fun. I'll go home and study then, _thanks_."

With that, the two parted ways.

That night at Fogwell's Gym, Eddie was showing Peter how to punch on a bag.

"You see, a good punch comes from the legs, and works its way up. You don't swing, you strike. Your arm should only move about eight inches, and that's just like a pump or a piston. The rest of your body does the work. Now, try it again."

Peter swung, and Eddie shook his head.

"No, try again."

Peter swung again. Eddie sighed.

"Man, you need to listen to me when I say you're doing something wrong."

Peter heaved, "You sound like Felicia."

Eddie cocked his head to the side.

"You two spar often?" he chided.

Peter immediately went on the defensive, attempting to correct his slip.

"Nah, why would we fight? What?" he asked nervously.

Eddie laughed.

"Dude. That's not what I meant." he smiled, giving Peter a "you know what I mean" look. It took Peter a moment.

"Oh, oh god! No! Jeez!" Peter acted grossed out. "We don't— I've never, I mean, we've never— not with her—"

Eddie laughed again, "Well, everyone seems to think you two… y'know… given how much time you two spend together… alone… at night…"

Peter made a gagging sound. Eddie raised an eyebrow.

"Oh don't act so disgusted," he said, "Don't pretend the thought hasn't crossed your mind."

Peter shook his head and shut his eyes.

"Fine then, what do you two do after school?"

"We just— study, hang out… at least, we did, now she's acting like she doesn't need me, even though I'm the one that got her into honor roll in the first place! GOD!"

He punched the bag again, this time correctly, sending it flying off of its chain, across the gym.

Eddie whistled. Peter's mind began racing to come up with a good excuse for how he did that, one that Eddie would believe.

"Nicely done, Pete, I guess they should've listened to me when I told them to replace the chains… oh well. Still, you've got quite a temper there."

Peter laughed it off, wiping the sweat from his brow.

"Still," Eddie went on, "you are spending a lot of time with that girl. She may get some ideas, and who knows…"

Peter was confused. "What are you talking about?"

Eddie elbowed him.

"If she threw herself at you, would you do it?"

"Wha—" Peter coughed, "Stop it."

"I know I would—"

"You're a pig, Eddie—"

"She's got some massive—"

Eddie was making rounded shapes around his chest with his hands as Peter facepalmed, but before Eddie could finish his sentence, he was interrupted.

"Who's got massive what now?"

Peter and Eddie turned to see Felicia standing there in yoga pants and a tank top, hair up, gloves on and ready to spar. She raised an eyebrow looking at Eddie's miming, before he quickly hid his hands behind his back. Peter was too stunned to say anything.

"Well don't just stand there boys, let's get punching." Felicia chuckled.

As she left for a moment to put her stuff in a locker, Peter elbowed Eddie, who casually shrugged. After around ten minutes of punching things, Eddie looked at the clock, and proclaimed it time to go downstairs.

"C'mon guys," he urged, "the fight club is starting downstairs. Just something we do for fun, nobody gets hurt or anything, but good training. C'mon, let's go." Peter and Felicia followed Eddie downstairs, where a crowd was forming around the ring set up in the center of the floor. Eddie went to the locker room quickly to get ready for his fight. On his way out, he ran into his old sparring partner.

"Hey man, you OK?" he asked.

"Yeah, just a little shaky. Nerves is all."

"Alright then," Eddie shrugged, "see you out there Joe."

Joe turned around as Eddie left, snorted his last fix, and whispered, "But only one of us will be Champion…"


	6. The Champion, Part III

Eddie spat blood into a bucket.

"I thought you said nobody gets hurt!" Peter shouted over the crowd.

Eddie laughed. "I'm not hurt!"

Peter looked worriedly at Felicia, who shrugged.

"And you win how exactly…?" Peter asked.

"The other guy stops," Eddie laughed, "we don't do K.O.'s here."

"You wanna go in there?" Felicia asked as Eddie exited the ring, and the crowd began looking for the next volunteers. Peter shook his head. Felicia shrugged, then stepped up.

"I'll do it!" she yelled. The crowd cheered.

"Hold up, you sure you want to do this? You're asking for ass kicking in there." Eddie said as he grabbed her arm.

Felicia gave him a look that made him release his grip and Peter began rubbing his temples. The gruff looking man that had just beat on Eddie smirked. The round started, and with a swift kick to the face, Felicia had won. Eddie's jaw dropped, and Felicia made her way over to close it.

"Anyone else?" she chided. One man covered in tattoos stood up and entered the rink. The crowd began cheering "BONE SAW MCGRAW! BONE SAW MGRAW!" as Felicia beckoned to Peter, who muttered "FML" and walked into the rink. McGraw smirked, and Peter swiftly repeated what Felicia had done, kicking his opponent in the face.

McGraw seemed relatively unfazed, and laughed as he charged at Peter. Peter sidestepped, and as McGraw flew by, Peter punched him in the side. He repeated this process for almost two minutes, before McGraw collapsed from fatigue. Peter stood up after the final punch, smiling and expecting a great cheer, but the room went dead silent. Eddie stood gaping at him.

"What?" Peter asked.

"Ladies and Gentlemen, our new champion!" Eddie yelled, and the crowd roared.

Peter looked around confused.

"Bone Saw was undefeated, man! You're amazing!" Eddie laughed. "How'd you do that!?"

Peter and Felicia shared a panicked look. Peter knew he had to defuse suspicion.

"Just got lucky, I guess…" he shrugged.

"Well, let's hope you get lucky again, man!" Eddie replied, punching Peter's shoulder. Just then, the crowd saw Joe stand up as a challenger. Peter immediately prepared to let him win so as to sell the crowd on his lucky story, but something seemed off. His hair stood on end and his skin started crawling with goosebumps. Suddenly, Joe took a swing straight at Peter's head. Peter instinctively ducked, but a second punch sent him hurdling towards the edge of the ring. As Eddie and Felicia helped Peter up, Joe began cheering that he was a champion at last.

"What's his deal?" asked Felicia. Eddie shook his head.

"That's just a guy named Joe. Used to be a Wrestler, but he had a bad streak at the end of his last high school season and lost his shot at a scholarship. Been beating himself up and living in the past ever since. The strain he put on himself… it does things to a guy, y'know?"

"Explains why he takes things so seriously…" Peter coughed.

"Hey, nice fail. Nobody here suspects a thing," Felicia assured Peter as Eddie turned his attention back to Joe. The two walked a little ways back into the crowd.

"Thanks," Peter replied, "But not all of that was on purpose. Something's off about that guy…"

"Off how?" Felicia asked.

"Something… weird. It's hard to explain, but I could sense it…"

"Wouldn't count on it bug boy, Eddie just punched him out of the ring."

Peter turned to see Eddie be praised as Champion as Joe struggled to get up. Evidently not the best combatant and ashamed of it as well, Joe scurried away to the bathroom. There, he rummaged through his belongings to find that he was all out of his drug, and had no more strength left.

"No, no no! I have to be the champion! I AM THE CHAMPION!" he thrashed and snarled until, in a fit of rage, he punched clean through the bathroom wall. His fist hit a power line and, after his irises turned electric yellow, his body began to change as well…

Eddie beamed as he stepped down. By now the fun was wrapping up and people were starting to go home.

"Well," Eddie shrugged, "looks like I'm tonight's champion!"

Felicia and Peter laughed and patted him on the shoulder, when suddenly a voice interrupted their celebration.

"OH, I WOULDN'T BE SO SURE ABOUT THAT!"

Everyone in the room turned to see Joe, now standing over seven feet tall with a hulk-like build, glowing yellow eyes and sparks running up and down his sweaty, veiny, ripplingly muscled flesh. He laughed deeply, before using his fist to punch through a stone pillar.

"I… AM… THE CHAMPION!"


End file.
